SOFTWARE LICENSE AGREEMENT
READ CAREFULLY: AUTODESK, INC. (“AUTODESK”) LICENSES THIS
SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF
THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT
BY SELECTING THE “I ACCEPT” BUTTON AT THE END OF THIS AGREEMENT OR
BY COPYING, INSTALLING, UPLOADING, ACCESSING OR USING ALL OR ANY
PORTION OF THE SOFTWARE YOU AGREE TO ENTER INTO THIS AGREEMENT.
A CONTRACT IS THEN FORMED BETWEEN AUTODESK AND EITHER YOU
PERSONALLY, IF YOU ACQUIRE THE SOFTWARE FOR YOURSELF, OR THE
COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE ACQUIRING THE
IF YOU DO NOT AGREE OR DO NOT WISH TO BIND YOURSELF OR THE ENTITY
YOU REPRESENT: (A) DO NOT COPY, INSTALL, UPLOAD, ACCESS OR USE THE
SOFTWARE; (B) SELECT “I REJECT” AT THE END OF THIS AGREEMENT (WHICH
WILL CANCEL THE LOADING OF THE SOFTWARE); AND (C) WITHIN THIRTY
(30) DAYS FROM THE DATE OF ACQUISITION, RETURN THE SOFTWARE TO THE
LOCATION WHERE YOU ACQUIRED IT FOR A REFUND.
COPYING OR USE OF THIS SOFTWARE OR ANY ACCOMPANYING
DOCUMENTATION EXCEPT AS PERMITTED BY AGREEMENT IS
UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS
AGREEMENT AND AN INFRINGEMENT OF THE COPYRIGHT AND OTHER
INTELLECTUAL PROPERTY RIGHTS IN SUCH SOFTWARE AND
DOCUMENTATION. IF YOU COPY OR USE ALL OR ANY PORTION OF THIS
SOFTWARE OR ITS USER DOCUMENTATION WITHOUT ENTERING INTO THIS
AGREEMENT OR OTHERWISE OBTAINING WRITTEN PERMISSION OF
AUTODESK, YOU ARE VIOLATING COPYRIGHT AND OTHER INTELLECTUAL
PROPERTY LAW. YOU MAY BE LIABLE TO AUTODESK AND ITS LICENSORS
FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.
1.1 “Access” means to use or benefit from using the functionality of the Software.
1.2 “Computer” means a single electronic device with one or more central processing
units (CPUs) that accepts information in digital or similar form and manipulates the
information for a specific result based on a sequence of instructions.
1.3 “Install” means to place a copy of Software onto a hard disk or other storage medium
through any means (including, but not limited to, use of an installation utility application
accompanying the Software).
1.4 “License Parameters” means the definition and limitation of the applicable license
scope in Section 2.2 hereof.
1.5 “Permitted Number” means a number relevant for the applicable License Parameters
that Autodesk may specify in the applicable User Documentation. The Permitted Number is
one (1) unless otherwise provided by Autodesk in writing.
1.6 “Software” means the computer program in which this Agreement is embedded or
that is delivered prepackaged with this Agreement. If programs are delivered to You as part
of a software package that includes the term “series” in its title, the term Software shall
include all programs delivered to You as part of that series.
1.7 “User Documentation” means the explanatory printed or electronic materials that
Autodesk or its authorized distributor incorporates in or delivers in or on a package with the
Software or sends to You on an invoice, via email, facsimile or otherwise after You acquire
or Install the Software, including, but not limited to, license specifications, activation code,
license files, instructions on how to use the Software, and/or technical specifications.
1.8 “You” means you personally (i.e., the individual who reads and is prompted to accept
this Agreement) if you acquire the Software for yourself or the company or other legal entity
for whom you acquire the Software.
2. SOFTWARE LICENSE
2.1 License Grant. Autodesk grants You a non-sublicensable, non-exclusive,
non-transferable, limited license to use copies of the Software in the jurisdiction in which
you acquire the Software, in accordance with the applicable User Documentation, within the
scope of the License Parameters. Autodesk’s license grant is conditioned on Your
continuous compliance with all license limitations and restrictions described in this
Agreement. If You violate any of these limitations or restrictions, the license grant will
automatically and immediately expire. The license descriptions in this Section 2 define the
scope of rights that Autodesk grants to You. Any usage of the Software outside the scope of
the applicable license grant constitutes an infringement of Autodesk’s intellectual property
rights as well as a material breach of this Agreement.
2.2 License Parameters. Autodesk’s license grant is subject to one or more of the
License Parameters defined in this Section 2.2 as specified in the User Documentation.
Unless Autodesk expressly specifies or agrees otherwise in the User Documentation, all
Software shall be governed solely by a license for Standalone (Individual) Versions (see
2.2.1 Standalone (Individual) Version. If Autodesk identifies the Software as a
“Standalone Version” or as an “Individual Version” or if the User Documentation does not
identify the Software by any of the version designations set forth in Sections 2.2.2 through
2.2.6, You may Install and Access one (1) copy of the Software on one (1) individual
Computer, which may not be connected to a network in a manner that allows more than one
(1) user to Access, upload, operate, view or otherwise create or use a copy of the Software.
You may not Install or Access the Software other than on one (1) computer at a time.
2.2.2 Network Version. If Autodesk identifies the Software as a “Network
Version” in the applicable User Documentation, You may Install, Access and use one (1)
copy of the Software on Your Computer file server, for Your own internal business needs,
with the Autodesk License Manager tool. The Software may be Installed on or Accessed by
other Computers, or on an individual Computer, as a multiple-user installation, so long as the
maximum number of concurrent users does not to exceed the Permitted Number.
2.2.3 Educational Institutional Version. If Autodesk identifies the Software as an
“Educational Institutional Version” in the applicable User Documentation, You may Install
and Access a single copy of the Software on up to the Permitted Number of Computers, only
for educational purposes (as further specified in the applicable User Documentation) and for
no other purpose. Without limiting the foregoing, Educational Institutional Versions of the
Software may not be used for commercial, professional, or for-profit purposes. Additionally,
functional limitations apply, as set forth in Section 6.
2.2.4 Student Version. If Autodesk identifies the Software as a “Student Version”
in the applicable User Documentation, You may Install and Access a single copy of the
Software on up to the Permitted Number of Computers, only for personal learning purposes,
and no other purpose. Unless otherwise provided by Autodesk in the User Documentation,
Student Versions of the Software may be used for a period of one (1) year from the date of
Installation. Without limiting the foregoing, Student Versions of the Software may not be
used for commercial, professional or other for-profit purposes and may only be used by
persons who qualify as a permitted user of Student Versions (as further specified in the
applicable User Documentation for the jurisdiction in which the Software is acquired).
Additionally, functional limitations apply, as set forth in Section 6.
2.2.5 Evaluation Version. If Autodesk identifies the Software as a demonstration,
evaluation, trial, or not for resale version (“Evaluation Version”) in the applicable User
Documentation, You may Install and Access one copy of the Software only for the purpose
of commercial evaluation and demonstration. Without limiting the foregoing, You may not
use it for competitive analysis, or commercial, professional, or for-profit purposes. The
Evaluation Version may only be Installed for a thirty (30) day evaluation period, unless
otherwise specified by Autodesk in writing. Additionally, functional limitations apply, as set
forth in Section 6.
2.2.6 License Term. Subject to the terms and conditions of this Agreement, the
license to use the Software is perpetual, unless the Software qualifies as an Evaluation
Version, a Student Version, or is designated as a fixed-term license, a limited duration
license or a rental license. In such case, the term of the license shall be the term identified by
Autodesk in the applicable User Documentation (the “Designated Term”) or the term for
which You have paid, whichever is less. If Autodesk identifies the Software as licensed for a
fixed term, limited duration or rental and does not specify a term, then the Designated Term
shall expire ninety (90) days after the date You first Install the Software. Use of this Software
beyond the applicable license term, or any attempt to defeat the time-control disabling
function in the Software is an unauthorized use and constitutes a material violation of this
Agreement and intellectual property law.
2.3 Upgrades. If Autodesk labels the Software in the User Documentation as an upgrade
or update (“New Version”) to software previously licensed to You (“Previous Version”),
You must destroy all copies of the Previous Version, including any copies Installed on Your
hard disk drive, and upon request by Autodesk return any User Documentation to Autodesk
or the authorized distributor from whom You acquired the Previous Version within one
hundred twenty (120) days of Installing the New Version. Autodesk reserves the right to
require You to show satisfactory proof that the Previous Version has been destroyed.
Autodesk or an authorized third-party in connection with the Software licensed to You
hereunder may provide You additional software that supplements or extends the Software.
Such supplemental software shall be subject to the terms and conditions of this Agreement
except Section 5.1 (Limited Warranty), unless otherwise specified at the time of delivery.
Notwithstanding the foregoing, You may retain and need not destroy the Previous Version
and may use the Previous Version solely if necessary (1) for the purposes of Installing the
New Version hereby licensed and (2) for archival (backup) purposes in order to Install the
New Version licensed by this Agreement if the initial installation fails.
2.4 Software Components. The Software is licensed to You as a single product and its
components may not be separated for distribution or use on more than one (1) Computer
unless expressly permitted by Autodesk in the applicable User Documentation.
3. PERMITTED AND PROHIBITED ACTIONS
3.1 Permitted Actions
3.1.1 Backup Copy. Regardless of which version of the Software You have
acquired, You may Install one archival (backup) copy of the Software. Such archival copy
may not be Installed on another Computer, unless such other Computer is a partitioned drive
of a server to which only the user of the active copy of the Software can Access. In any event,
the archival copy may not be Accessed as long as another copy of the Software is Installed on
any Computer. Except as expressly permitted under Section 2.2: (a) if the User
Documentation is in printed form, it may not be copied; and (b) if the User Documentation is
in electronic form, it may not be duplicated electronically.
3.1.2 Additional Installation. Except with regard to Educational Institutional,
Student and Evaluation Versions only, You may Install and Access a second copy of the
Software on the hard disk of a second Computer owned by You or under Your control
(i) the original and second copies are used only by the same person;
(ii) the second copy is Installed and Accessed only on either (a) with respect
to Network Versions, a redundant server that makes the Software available for use only when
Your primary server on which the active Software copy is Installed becomes inoperable, or
(b) a notebook computer or other non-server computer away from Your usual work location
for the purpose of enabling You to perform work while away from Your usual work location;
(iii) only one of the Software copies is Accessed at any one time; and
(iv) both copies of the Software are Installed and Accessed exclusively with
the copy protection device (if any) supplied with the Software.
3.2 Prohibited Actions. Autodesk does not permit any of the following actions and You
acknowledge that such actions shall be prohibited:
3.2.1 Use. You may not Install, Access or otherwise copy or use the Software or
User Documentation except as expressly authorized by this Agreement.
3.2.2 Reverse Engineering. You may not reverse engineer, decompile, or
disassemble the Software.
3.2.3 Transfers. You may not distribute, rent, loan, lease, sell, sublicense, or
otherwise transfer all or any portion of the Software or User Documentation, or any rights
granted in this Agreement, to any other person without the prior written consent of Autodesk.
3.2.4 Hosting or Third Party Use. You may not Install or Access, or allow the
Installation or Access of, the Software over the Internet, including, without limitation, use in
connection with a Web hosting or similar service, or make the Software available to third
parties via the Internet on Your computer system or otherwise.
3.2.5 Notices. You may not remove, alter, or obscure any proprietary notices,
labels, or marks from the Software or User Documentation.
3.2.6 Modifications. You may not modify, translate, adapt, arrange, or create
derivative works based on the Software or User Documentation for any purpose.
3.2.7 Circumvention. You may not utilize any equipment, device, software, or
other means designed to circumvent or remove any form of copy protection used by
Autodesk in connection with the Software, or use the Software together with any, activation
code, serial number, or other copy protection device not supplied by Autodesk directly or
through an authorized distributor.
3.2.8 Export. You may not export the Software or User Documentation in violation
of this Agreement, U.S. or other applicable export control laws.
3.2.9 Use Outside of Territory. You may not use the Software, including without
limitation a Network Version, or User Documentation outside of the country in which You
acquired the Software, unless the Software and User Documentation were purchased in the
European Economic Area (“E.E.A.”) in which case use throughout the E.E.A. is permitted.
3.2.10 Exceptions from Prohibitions. The prohibitions contained in this Section 3.2
shall not apply to actions that are expressly authorized under mandatory law (including, but
not limited, to actions authorized under the fair use doctrine in Section 107 of the U.S.
Copyright Act and laws implementing EC Directive 91/250 on the legal protection of
computer programs) provided that You may not exercise any rights arising under such
mandatory laws unless and until You have given thirty (30) days prior written notice to
Autodesk to allow Autodesk, at its sole discretion, to provide an alternative remedy, e.g.,
information necessary to achieve interoperability of an independently created program with
4. ALL RIGHTS RESERVED
Except as expressly provided otherwise in this Agreement, title, ownership and all rights and
interest including, without limitation, copyrights, in and to the Software and User
Documentation and any authorized copies made by You remain with Autodesk and its
licensors. The structure, organization, and code of the Software are valuable trade secrets of
Autodesk and its licensors and You shall keep such trade secrets confidential. The Software
and User Documentation are licensed, not sold.
5. LIMITED WARRANTY AND DISCLAIMERS
5.1 Limited Warranty. Autodesk warrants that, as of the date on which the Software is
delivered by Autodesk and for ninety (90) days thereafter, the Software will provide the
features and functions generally described in the User Documentation and that the media on
which the Software is furnished, if any, will be free from defects in materials and
workmanship. Autodesk's entire liability and Your exclusive remedy under the limited
warranty provided in this Section 5.1 will be, at Autodesk's option, to attempt to correct or
work around errors, to replace the defective media on which the Software is furnished, if any,
or to refund the license fees and terminate this Agreement. Such refund is subject to the
return of the defective media, if any, and User Documentation, with a copy of Your receipt to
Your local Autodesk office or the authorized distributor from whom You obtained the
Software within ninety (90) days from the date of Your receipt of the Software.
5.2 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES
PROVIDED IN SECTION 5.1 HEREOF, AUTODESK MAKES AND YOU RECEIVE NO
EXPRESS WARRANTIES. ANY STATEMENTS OR REPRESENTATIONS ABOUT
THE SOFTWARE AND ITS FUNCTIONALITY IN THE USER DOCUMENTATION OR
ANY COMMUNICATION WITH YOU CONSTITUTE TECHNICAL INFORMATION
AND NOT AN EXPRESS WARRANTY OR GUARANTEE. IN ADDITION,
AUTODESK SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT
LIMITING THE FOREGOING, AUTODESK DOES NOT WARRANT THAT THE
OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
6.1 Functionality Limitations. COMPUTER-AIDED DESIGN SOFTWARE AND
OTHER TECHNICAL SOFTWARE ARE TOOLS INTENDED TO BE USED BY
TRAINED PROFESSIONALS ONLY. THEY ARE NOT SUBSTITUTES FOR YOUR
PROFESSIONAL JUDGMENT. COMPUTER-AIDED DESIGN SOFTWARE AND
OTHER TECHNICAL SOFTWARE ARE INTENDED TO ASSIST WITH PRODUCT
DESIGN AND ARE NOT SUBSTITUTES FOR INDEPENDENT TESTING OF
PRODUCT STRESS, SAFETY AND UTILITY. DUE TO THE LARGE VARIETY OF
POTENTIAL APPLICATIONS FOR THE SOFTWARE, THE SOFTWARE HAS NOT
BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED.
AUTODESK SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE
RESULTS OBTAINED THROUGH THE USE OF THE SOFTWARE. PERSONS USING
THE SOFTWARE ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT
AND CONTROL OF THE SOFTWARE. THIS RESPONSIBILITY INCLUDES, BUT IS
NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE
SOFTWARE AND THE SELECTION OF THE SOFTWARE AND OTHER PROGRAMS
TO ACHIEVE INTENDED RESULTS. PERSONS USING THE SOFTWARE ARE ALSO
RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT
PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY
PROGRAM OUTPUT, INCLUDING ALL ITEMS DESIGNED BY USING THE
6.2 Activation Code Required.
A. INSTALLATION, ACCESS, TRANSFERS AND
CONTINUED USE OF THE SOFTWARE MAY REQUIRE AN ACTIVATION CODE.
YOU MUST REGISTER YOUR ACQUISITION OF THE SOFTWARE WITH
AUTODESK BEFORE AN ACTIVATION CODE IS ISSUED TO YOU. AUTODESK
SHALL USE YOUR REGISTRATION DETAILS IN CONFORMANCE WITH ITS
DOCUMENTATION OR AVAILABLE ON AUTODESK’S WEBSITE OR ON
B. THE ACTIVATION SECURITY MECHANISMS MAY
DISABLE THE SOFTWARE IF YOU TRY TO TRANSFER IT TO ANOTHER
COMPUTER, IF YOU TAMPER WITH THE DATE SETTING MECHANISMS ON
YOUR COMPUTER, IF YOU USE THE SOFTWARE PAST AN APPLICABLE
EVALUATION PERIOD OR LIMITED TERM, OR IF YOU UNDERTAKE CERTAIN
OTHER ACTIONS THAT MAY OFFSET THE SECURITY MODE. MORE
INFORMATION IS CONTAINED IN THE APPLICABLE USER DOCUMENTATION
OR AVAILABLE FROM AUTODESK ON REQUEST.
6.3 Educational Institutional and Student Versions. WORK PRODUCT AND OTHER
DATA CREATED WITH EDUCATIONAL INSTITUTIONAL VERSIONS AND
STUDENT VERSIONS OF THE SOFTWARE CONTAINS CERTAIN NOTICES AND
LIMITATIONS THAT MAKE THE DATA UNUSABLE OUTSIDE THE
EDUCATIONAL USE AREA. IF YOU COMBINE OR LINK DATA CREATED WITH
EDUCATIONAL INSTITUTIONAL VERSIONS OR STUDENT VERSIONS OF THE
SOFTWARE WITH DATA OTHERWISE CREATED, THEN SUCH OTHER DATA
MAY ALSO BE AFFECTED BY THESE LIMITATIONS.
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL AUTODESK OR ITS LICENSORS HAVE ANY LIABILITY
FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES,
LOSS OF PROFITS, REVENUE, DATA, OR COST OF COVER. IN ADDITION, IN NO
EVENT SHALL THE LIABILITY OF AUTODESK OR ITS LICENSORS FOR ANY
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR
THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU FOR THE
SOFTWARE PRINCIPALLY RESPONSIBLE FOR SUCH DAMAGES. THE
LIMITATIONS OF LIABILITY IN THIS SECTION 7 SHALL APPLY TO ANY
DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF
LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT
NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF AUTODESK HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS
OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF
THEIR ESSENTIAL PURPOSE.
8. U.S. GOVERNMENT RESTRICTED RIGHTS
The Software and User Documentation are “Commercial Items,” as that term is defined at 48
C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer
Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R.
§227.7202, as applicable. Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §§227.7202-1
through 227.7202-4, as applicable, the Software and User Documentation are being provided
to U.S. Government end users (1) only as a Commercial Item, and (2) with only those rights as are
granted to all other end users pursuant to the terms and conditions of this Agreement.
Manufacturer is Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, USA.
9.1. No Assignment; Insolvency. This Agreement and any rights hereunder are
non-assignable and any purported assignment shall be void. The Agreement and the licenses
granted hereunder shall terminate without further notice or action by Autodesk if You
become bankrupt or insolvent, make an arrangement with Your creditors or go into
9.2. Choice of Law. This Agreement and any disputes arising out of or in connection with
this Agreement shall be governed by California law without reference to conflict-of-laws
principles and excluding the UN Convention on Contracts for the International Sale of
9.3 Entire Agreement. This Agreement and the applicable User Documentation
constitute the entire agreement between us and supersede any other previous or
contemporaneous communications, agreements, representations, or advertising with respect
to the Software and User Documentation. Any modifications to this Agreement shall be
invalid, unless made in a duly signed writing.
9.4 Severability. If and to the extent any provision of this Agreement is held illegal,
invalid, or unenforceable in whole or in part under applicable law, such provision or such
portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or
unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be
deemed modified to the extent necessary to conform to applicable law so as to give the
maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of
such provision in that jurisdiction shall not in any way affect the legality, validity, or
enforceability of any other provision of this Agreement in any other jurisdiction.
9.5 Audits. To ensure compliance with this Agreement, You agree that upon reasonable
notice, Autodesk or Autodesk’s authorized representative shall have the right in inspect and
audit Your Installation, Access and use of the Software. Any such inspection or audit shall
be conducted during regular business hours at Your facilities or electronically. If such
inspections or audits disclose that You have Installed, Accessed or permitted Access to the
Software on Computer(s) in a manner that is not permitted under this Agreement, then
Autodesk may terminate this Agreement immediately and You are liable to pay for any
unpaid license fees as well as the reasonable costs of the audit. Nothing in this section shall
be deemed to limit any legal or equitable remedies available to Autodesk for violation of this
Agreement or applicable law.
9.6 Language. The English language version of this Agreement is legally binding in case
of any inconsistencies between the English version and any translations.